The American Bar Association's Business Law Today recently interviewed Professor Roberta Karmel about her remarkable and distinguished career highlighted by important “firsts,” including being named the first female commissioner of the Securities and Exchange Commission in 1977 and the first woman partner at her law firm, Rogers & Wells, among other trailblazing distinctions.

In her Securities Regulation column for the New York Law Journal, Professor Roberta Karmel discusses a proposed rule that would replace Rule 147, which has served to define exempt intrastate offerings. The purpose of the new intrastate offering rule is to craft an exemption that would be more usable than Rule 147 exempt offerings and that would mesh with rules passed by some states to facilitate crowdfunding.

In her Securities Regulation column for the New York Law Journal, Professor Roberta Karmel discusses HFT, direct electronic access, and dark pools, three developments that were publicly identified as possible causes of the 2010 Flash Crash before the arrest of a man trading from his parents' home in England for market manipulation, and the SEC's extensive rule-making initiative since the Flash Crash to alleviate some of the perceived dysfunctional aspects of the structure of the equity markets.

In her latest New York Law Journal column covering Securities Regulation, Professor Roberta Karmel assesses the “legal fiction” of the “accredited investor” as defined by the Securities and Exchange Commission.

Roberta S. Karmel, the Centennial Professor of Law and Co-Director of the Dennis J. Block Center for the Study of International Business Law, has been at the center of U.S. securities regulation throughout her distinguished career as a Securities and Exchange Commission (SEC) Commissioner, a practitioner at major law firms, an attorney in the enforcement division of the SEC New York Regional Office, public director of the New York Stock Exchange, and the head of the Board of Trustees of the Practising Law Institute.

Compliance Week featured Professor Roberta Karmel in its coverage of a recent Securities and Exchange Commission roundtable on cybersecurity. The daylong event gathered a cross-section of executives, advisers, and regulators to consider the pros and cons of greater cyber-security disclosure.

The Securities and Exchange Commission’s insistence that independent directors dominate the boards of public companies deserves reexamination, writes Professor Roberta Karmel in a new post for the Harvard Law School Forum on Corporate Governance and Financial Regulation. The piece – based on her forthcoming article, “Is the Independent Director Model Broken,” to be published in the Seattle University Law Review (2013) – traces the history and dynamics of the SEC’s stance, and challenges the notion that a statutory definition makes a director truly independent.

In a new column for the New York Law Journal, Professor Roberta Karmel again applies her securities law expertise to the case of Amgen v. Connecticut Retirement Plans and Trust Funds. The intriguing question raised by the case, she writes, “is whether defendants will now try to persuade the court to revisit the presumption of reliance articulated in the Basic v. Levinson decision, and if so, whether the court has a sufficient number of votes to overturn that precedent.”

In a recent op-ed for CNN, Professor Roberta Karmel critiqued Mitt Romney’s unclear role as CEO in his final years at Bain Capital. Although the presidential candidate officially resigned as head of the company in 1999, SEC filings reveal that he maintained titles, salary, and stock holdings for three more years.

In Bloomberg BNA, Professor Roberta Karmel, along with several other former SEC Commissioners, spoke about the agency’s current rulemaking crunch. Due to heavy workloads caused by the Dodd-Frank Act and the JOBS Act, the SEC is under pressure to make deadlines to fulfill new legal standards.

Professor Roberta Karmel was a panelist on MSNBC’s “The Last Word,” to discuss Mitt Romney’s role and responsibility as head of Bain Capital. Recent SEC filings revealed that the presidential nominee remained president, CEO, and sole stock holder of the corporation three years after he publicly announced he left.

In her monthly column “Securities Regulation” for the New York Law Journal, Professor Roberta Karmel discussed the U.S. Supreme Court’s decision of Morrison v. National Australia Bank. The decision, which creates a new transactional test for cross-border disputes, unnecessarily limits Section 10(b) class action suits, she argued.

Professor Roberta Karmel spoke to Bloomberg Businessweek about potential complications surrounding compensation for the recent Facebook public offering. In addition to the IPO's emerging shareholder lawsuits and SEC review, arguments between the NYSE Euronext and Nasdaq OMX Group could delay payment to brokers.

In her latest column in the New York Law Journal, Professor Roberta Karmel comments on the benefits and drawbacks of the newly passed JOBS Act, which eases securities and trade regulations on new media startup companies.

The Practising Law Institute (PLI) recently appointed Professor Roberta Karmel, a longtime PLI Trustee, to head its Board of Trustees. She is a renowned expert in international and domestic securities regulation, and is called upon to lecture all over the world.

In her latest column in the New York Law Journal, Professor Roberta Karmel discusses new crowd-funding bills that will allow small businesses to bypass securities law requirements. She points out that this kind of deregulating legislation is primarily due to the upcoming election in November.

In her latest column in the New York Law Journal, Professor Roberta Karmel discusses new crowd-funding bills that will allow small businesses to bypass securities law requirements. She points out that this kind of deregulating legislation is primarily due to the upcoming election in November.

Professor Roberta Karmel discussed reforming the financial industry beyond Dodd Frank on Bloomberg Law. She said, “What we've moved away from is holding people responsible for business failure. In fact, the 'too big to fail' banks are bigger than ever.”

In a recent interview with Barron's, Professor Roberta Karmel addresses problems with the Dodd-Frank Act and the more drastic reforms that are needed to protect the financial industry from self-destruction.

In an op-ed for the New York Law Journal, Professor Roberta Karmel urges the Securities and Exchange Commission (SEC) to allow corporations to handle all proxy access. Despite authority shifts determined by the Dodd-Frank Act, Professor Karmel argues that corporate internal affairs should remain the the jurisdiction of state corporation law, "since shareholders can now propose proxy access pursuant to the SEC's shareholder proposal rules under state law."

In a recent article in USA Today, Professor Roberta Karmel commented on the changes occurring in stock exchanges throughout Asia. As Asian markets have become more competitive, stock exchanges in Hong Kong, Singapore, and the Philippines are upgrading their trading systems and extending hours. Governments however are beginning to worry about the effects the increased foreign capital will have on local economies. Professor Karmel explains, "The stock exchanges want a lot of trading, whereas the economic policymakers are looking for stability."

In her New York Law Journal column "Securities Regulation," Professor Roberta Karmel discusses whether investment advisers might find incentives in forming an self-regulatory organizations (SRO). She argues that the securities industry should "stop resisting an SRO for investment advisers and either create a new free-standing SRO, or agree that the Financial Industry Regulatory Authority (FINRA) or a new organized FINRA subsidiary be designated as such an SRO."

Professor Roberta Karmel spoke with CNBC about the allegation that the Securities and Exchange Commission and Wall Street firms have a mutually beneficial revolving door. Critics cite over 200 former SEC officials who have since moved on to private companies, many of the same ones the SEC must regulate. Professor Karmel, a former SEC commissioner, however defended such officials, explaining: "Who do you want representing these clients before agencies such as the SEC with very, very complex rules? Lawyers who know nothing about the rules -- or lawyers who do?"

In a recent article, Bloomberg Businessweek explores Goldman Sachs’ Special Situations Group (SSG), its proprietary trading sector that invests in troubled companies and makes loans to high-risk borrowers. Although the Volker rule, which puts extra restrictions on banks that receive government funding, intends to end such proprietary trading, the SSG may live on. Professor Roberta Karmel explained to Bloomberg, “These laws are too complicated, and [Goldman Sachs] can find loopholes. I don’t know how strictly the regulators will be able to define proprietary trading.”

Professor Roberta Karmel was one of three recipients of Direct Women's 2011 Sandra Day O'Connor Board of Excellence Award. Direct Women strives to increase the representation of women on corporate boards. The Sandra Day O'Connor Board of Excellence Award honors female lawyers who have served with distinction on corporate boards.

In her most recent column, “Securities Regulation,” for the New York Law Journal, Professor Roberta Karmel discusses the SEC's growing budget problems and co-dependent relationship with Washington. She explains: "When Congress is unable or unwilling to resolve difficult regulatory issues, it generally punts to the federal agencies and mandates rule-making and studies."

Judge Daniels of the United States District Court for the Southern District cited Professor Roberta Karmel in the Court’s Memorandum Decision and Order in the case, SEC v. Obus on September 20, 2010. The Court cites an article Professor Karmel wrote entitled, “Outsider Trading on Confidential Information- A Breach in Search of a Duty,” 20 Cardozo L. Rev. 83, 108. and explains that in her article she “discusses the problems associated with the fiduciary duty element as applied in insider trading cases, specifically that the SEC is guided by the oft-cited O’Hagan decision, which was itself born out of Chief Justice Berger’s dissent in United States v. Chiarella, 445 U.S. 222, 240, 100 S.Ct. 1108, 63 L.Ed.2d 348 (1980), rather than a Congressional directive.”

Professor Roberta Karmel has been named as a member of the Regulatory Innovation Award Selection Committee. The award was established by Morrison & Foerster LLP in 2008 to honor an academic or non-elected public official whose innovative ideas have made a significant contribution to the discourse on regulatory reform. The 2011 honoree will be announced on March 28, 2011.

In her recent column “Securities Regulation” for the New York Law Journal, Professor Roberta Karmel assesses how hedge funds have reacted to the passage of the Wall Street Reform and Consumer Protection Act. Also known as the Dodd-Frank Act, it requires all “private funds” to register with the Securities and Exchange Commission, with few exceptions. For hedge funds, this includes establishing a code of ethics and allowing the SEC to perform any investigations as it finds necessary for the public interest.

Professor Roberta Karmel was featured in the Corporate Counsel column "What If?", which asks five experts a hypothetical question regarding corporate law. Professor Karmel participated in a two-part question: would Lehman Brothers still have failed if the Dodd-Frank law existed before its collapse? And, should the federal government have allowed it to fail?

USA Today reported on the progress of the Ho Chi Minh Stock Index, Vietnam’s decade old stock exchange. Despite its roots in the communist country, the market has grown significantly since it began ten years ago, due in part to Vietnam’s strong gambling culture. Professor Roberta Karmel, a former SEC Commissioner, recently published an article on the Ho Chi Minh Stock Exchange and spoke to USA Today on the issue. “While there has always been an element of gambling in stock markets everywhere, this is something that's prevalent in Asian societies,” she said.

The Dodd-Frank Wall Street Reform and Consumer Protection Act remains a heated topic. An especially interesting feature is its affect on the municipal securities market. In her column, “Securities Regulation,” Professor Roberta Karmel discusses how granting more to the SEC over the MSRB would betterprotect the growing number of individual investors in municipal markets.

Following the passage of the final financial reform bill, experts and critics are sifting through the legislation to assess the fate of all those involved. Some say that big banks, the main targets of reform, were ultimately given a pass. Professor Roberta Karmel, a former SEC commissioner, told American Banker: "Nobody has done anything to break up the big banks. The big banks were winners whether they know it or not. Everybody likes to say... small banks are so important for capital formation. But in the end, the big financial institutions won out."

Professor Roberta Karmel explores how the Securities Exchange Commission balances corporate governance laws on the federal and state levels. In her column, “Securities Regulation,” she discusses a new law that would regulate proxy voting that passed in both the House and Senate, but may clash with existing New York state laws.

Generic-drug maker Mylan Inc. is the most recent company being put under investigation by the Securities Exchange Commission for selective disclosure of material information. In a meeting held last September, Mylan allegedly provided confidential earnings information to a small group of investors—a move considered illegal if not later publicized. Yet few of these cases make it to court, explained Professor Roberta Karmel, a former SEC commissioner , and Centennial Professor of Law:. “Private plaintiffs such as investors can’t pursue litigation because of the way the law is written. That leaves the burden entirely on the SEC to enforce against such violations.”

The stock market dropped nearly a thousand points on May 6, bringing the worth of many stable companies down to pennies, only to rebound within the next hour. Although the strange event, whose cause remains unknown, is encouraging new rules for the market, investors who sold their temporarily depressed shares will likely keep those losses. Professor Roberta Karmel, who is also a former SEC commissioner, told CNBC, “I’m not sure there is any recourse—certainly not right now, because no one seems to know what the problem was. If you have a position in a solid, mainstream company like Proctor & Gamble, and all of a sudden because of program trading the stock sinks, it’s not an appropriate risk.”

In her column, “Securities Regulation,” Professor Roberta Karmel discusses the SEC’s new rules on short sales—a common subject of blame for the current financial crisis. Responding to public pressure, the SEC established new “uptick” regulations, which govern the prices of flipping short sales.

In a recent article, the Wall Street Journal explored the potential for a conflict of interest when employees leave the Securities and Exchange Commission for the private sector. Several instances have recently come public in which former SEC employees turn to more profitable private companies and represent the very clients they had once investigated. While some argue that these cases exemplify a lack of business ethics, Professor Roberta Karmel spoke in defense of what the Journal called the SEC's "revolving door." She said, "If you want to bring talent from the outside, you have to let people go to the private sector and make a living afterwards. I think it comes down to personal integrity."

In her column, "Securities Regulation," Professor Roberta Karmel opines about the SEC’s approach in addressingthe aftermath of market deregulation. After years of encouraging competition within markets, the SEC is considering solutions that will both protect investors and promote competition in a depressed economy.

Professor Roberta Karmel’s column, “Securities Regulation,” explores the conflicts between the SEC and CTFC in light of the current economic crisis. The overlap of the two groups’ trade responsibilities has Professor Karmel and many other experts calling for their consolidation into a single market regulatory body.

Nine separate amicus briefs have been submitted asking the U.S. Supreme Court to determine the Sarbanes-Oxley Public Company Accounting Oversight Board (PCAOB) unconstitutional. The briefs were signed by many prominent "friends of the court," including three former U.S. Attorneys General, several law professors and economists, and Professor Roberta Karmel, formerly Commissioner of the Securities Exchange Commission. They argue that PCAOB is unconstitutional as it bypasses Presidential appointment, Senate confirmation, and the Executive Branch's power to remove. Professor Karmel noted that "the PCAOB is not subject to constitutionally sufficient control by the President" and that its "structure violates the doctrine of separation of powers and the Appointments Clause."

Professor Roberta Karmel was quoted in the Washington Post on the debate over the derivatives bill in the House of Representatives. The bill would require banks and firms to meet capital and reporting requirements, as well as trade through clearinghouses in a move towards remaking the nation's financial regulatory system. If it passes, an agency will be created to protect mortgage and credit card consumers. However, some worry that the legislation may hamper regulation, including Professor Karmel who questioned, "Will it be effectively regulated? Or will there still be this gap where it's not clear which agency will do what? Or will there be duplicative regulation?"

Professor Karmel participated in the Securities and Exchange Commission Historical Society's program "New World of Financial Regulation," sponsored by the law firm Bingham McCutchen. The debate focused on the different options for creating a more effective financial regulatory system in light our current global economic crisis.

Professor Karmel Quoted in L.A. Times on CFTC and SEC

9/11/2009

In light of the Obama administration’s efforts to restructure Wall Street oversight, many experts argue that the Commodities Futures Trading Commission and Securities and Exchange Commission should be merged into one regulatory agency. However, lawmakers from several Midwestern states, where congressional agricultural committees oversee the CFTC, do not want to submit their control. Instead the two agencies will hold joint meetings to eliminate gaps and policy differences. Professor Karmel, a former SEC commissioner, told the Times the split between the CFTC and SEC "happened for historical reasons and these agencies haven't been combined for political reasons." She added that the situation "could work for a while, but ultimately it's going to be a problem."

Brooklyn Law School’s Centennial Professor of Law Roberta S. Karmel was the keynote speaker at the University of Tennessee Law School’s hooding ceremony on May 8, 2009 in Knoxville. UT’s Arts and Sciences’ graduation simultaneously featured East Tennessee native and acclaimed musician Dolly Parton, who was presented with an honorary doctorate degree.

Roberta Karmel, the Centennial Professor of Law at Brooklyn Law School, was recognized on August 10 for her path-breaking achievements by the American Bar Association's Commission on Women in the Profession.

Roberta S. Karmel, Centennial Professor of Law, was invited by the Securities and Exchange Commission to participate in a roundtable discussion on Tuesday, March 6, 2007 on the International Financial Reporting Standards “Roadmap.” The roundtable was held at SEC headquarters and was open to the public.

Professor Roberta Karmel Speaks at IMF and Queen Mary University of London

10/28/2006

Roberta S. Karmel, Centennial Professor of Law and Co-Director of the Center for the Study of International Business Law, delivered a paper at an International Monetary Fund seminar on Wednesday, October 25, 2006 in Washington, D.C. Her paper, “Achieving Financial Stability Through Disclosure,” was presented at a seminar for bank counsels on “Current Developments in Monetary and Financial Law: Law and Financial Stability.”

An oral history of Roberta S. Karmel, Centennial Professor of Law and former SEC Commissioner, is featured on the Securities and Exchange Commission Historical Society’s web site. Audio and print versions of two recent interviews with Professor Karmel are part of a tribute to SEC Women Commissioners. The web site is a virtual museum and archive of securities history that explores how the SEC has shaped the U.S. and international capital markets.

Roberta S. Karmel, Centennial Professor of Law, was invited to appear at a February 15th public hearing of the Commodity Futures Trading Commission in Washington, D.C. on self-regulation and self-regulatory organizations in the U.S. futures industry.